DEF 14A of Disc Medicine, Inc., Apr 24, 2025

DEF 14A of Disc Medicine, Inc.

Filed Apr 24, 2025 · FY20240000950170-25-058142

Open on EDGAR

  1. PROPOSAL NO. 1 – ELECTION OF CLASS II DIRECTORs

    PROPOSAL NO. 1 – ELECTION OF CLASS II DIRECTORs Our board of directors currently consists of eight members. In accordance with the terms of our certificate of incorporation and bylaws, our board of directors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows: the Class I directors are Mona Ashiya, Ph.D. and Kevin Bitterman, Ph.D., and their terms will expire at the annual meeting of stockholders to be held in 2027; • the Class II directors are Georges Gemayel, Ph.D., Mark Chin, M.S., M.B.A. and Liam Ratcliffe, M.D., Ph.D., and their terms will expire at the Annual Meeting; and • the Class III directors are Donald Nicholson, Ph.D., William White, M.P.P., J.D. and John Quisel, J.D., Ph.D., and their terms will expire at the annual meeting of stockholders to be held in 2026. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our certificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our certificate of incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of at least two thirds (2/3) or more of the outstanding shares then entitled to vote in an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office. Our board of directors has nominated each of Georges Gemayel, Ph.D., Mark Chin, M.S., M.B.A., and Liam Ratcliffe, M.D., Ph.D. for election as a Class II director at the Annual Meeting to serve until the annual meeting of stockholders to be held in 2028 and until their successor has been duly elected and qualified, or until their earlier death, resignation or removal. Each of the nominees is presently a director, and has indicated a willingness to continue to serve as a director, if elected. If no contrary indication is made, properly submitted proxies will be voted for Dr. Gemayel, Mr. Chin and Dr. Ratcliffe. In the event that any of the nominees becomes unable or unwilling to serve, however, the properly submitted proxies may be voted for a substitute nominee selected by our board of directors.

  2. Information Regarding Directors

    Information Regarding Directors Our priority in selection of board members is identification of members who will further the interests of our stockholders through their established records of professional accomplishment, their ability to contribute positively to the collaborative culture among board members, and their knowledge of our business and understanding of the competitive landscape in which we operate and adherence to high ethical standards. Certain individual qualifications and skills of our directors that contribute to the board of directors’ effectiveness as a whole are described below. The biographical description of each director includes the specific experience, qualifications, attributes and skills that the board of directors would expect to consider if it were making a conclusion currently as to whether such person should serve as a director. There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified below, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director. There are no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us.

  3. Nominees for Election – Class II Directors

    Nominees for Election – Class II Directors The following table identifies our director nominees and sets forth their principal occupation and business experience during the last five years and age as of April 15, 2025.

  4. Nominees for Election – Class II Directors

    | Name | Positions and Offices Held with Disc Medicine, Inc. | Director Since | Class | Term Expires | Age | | Georges Gemayel, Ph.D. | Director | 2022 | II | 2025 | 64 | | Mark Chin, M.S., M.B.A. | Director | 2021 | II | 2025 | 43 | | Liam Ratcliffe, M.D., Ph.D. | Director | 2019 | II | 2025 | 61 |

  5. Nominees for Election – Class II Directors

    Georges Gemayel, Ph.D. has served as a member of our board of directors since December 2022. Prior to that, Dr. Gemayel served as Gemini Therapeutics’ Interim President and Chief Executive Officer from February 2022 to December 2022, Executive Chairperson of the Board from November 2021 to December 2022 and Chairperson of the Board from May 2021 to November 2021. Dr. Gemayel has over 30 years of experience in the pharmaceutical industry, including management and executive positions in the U.S., Europe and the Middle East. Dr. Gemayel currently serves on the boards of directors of Supernus Pharmaceuticals, Inc. (Nasdaq: SUPN) and Flamingo Therapeutics, and is the chair of the board of GlycoEra. Previously, Dr. Gemayel served as Executive Chair of FoldRx Pharmaceuticals and Syndexa Pharmaceuticals, as Chair of Enterome SA, Oxthera AB, Dimension Therapeutics, Orphazyme A/S, Epitherapeutics and Dynacure, and as Director of Prosensa, Raptor Pharmaceuticals, NPS Pharma, Momenta Pharmaceuticals and Adolor. From 2008 to 2009, Dr. Gemayel was President and Chief Executive Officer of Altus Pharmaceuticals Inc., a publicly traded pharmaceutical company. From 2003 to 2008, Dr. Gemayel was Executive Vice President at Genzyme Corporation where he was responsible for the company’s global therapeutics, transplant, renal and biosurgery businesses. From 1998 to 2003, Dr. Gemayel held progressively senior roles at Hoffmann Ltd. and Roche Labs, most recently as Vice President, National Specialty Care, responsible for its U.S. business for dermatology, oncology, transplantation, hepatitis and HIV. Dr. Gemayel completed his doctorate in pharmacy at St. Joseph University in Beirut, Lebanon, and earned a Ph.D. in pharmacology at University in Paris, France. Our board of directors has concluded that Dr. Gemayel possesses the expertise and extensive professional experience and knowledge that qualify him to serve as a member of our board. Mark Chin, M.S., M.B.A. has served as a member of our board of directors since September 2021. Mr. Chin has served as partner at Avoro Capital, a biotechnology-focused investment firm, since November 2023. From April 2020 to November 2023 and August 2016 to April 2020, Mr. Chin served as a managing director and an investment director, respectively, at Arix Bioscience PLC, or Arix Bioscience, a biotechnology-focused venture capital firm. Prior to Arix Bioscience, Mr. Chin was a principal at Longitude Capital, a healthcare venture capital firm, from September 2012 to August 2016, where he focused on investments in both private and public biotechnology and medical technology companies. Prior to Longitude Capital, Mr. Chin was a consultant at the Boston Consulting Group, a global management consulting firm, from January 2011 to September 2012, where he managed strategy and corporate development projects for pharmaceutical and biotechnology companies, and prior to Boston Consulting Group, he worked in corporate development at Gilead Sciences, a biotechnology company, and in market planning at Genentech, a biotechnology company. Mr. Chin previously served as a member of the boards of directors of Harpoon Therapeutics (formerly listed on Nasdaq), Imara Inc. (Nasdaq: IMRA), Iterum Therapeutics (Nasdaq: ITRM), and Pyxis Oncology (Nasdaq: PYXS), and currently serves as a member of the boards of directors of a number of private biotechnology companies. Mr. Chin received a B.S. from the University of California at San Diego, a M.S. from the University of Pennsylvania, and a M.B.A. from The Wharton School at the University of Pennsylvania. We believe Mr. Chin is qualified to serve on our board of directors based on his extensive experience investing in, guiding, and leading start-up and early phase companies, as well as his experience as a director of other companies. Liam Ratcliffe, M.D., Ph.D. has served as a member of our board of directors since September 2019. Dr. Ratcliffe has served as Head of Biotechnology at Access Industries, a privately held industrial group, since April 2019. Previously, Dr. Ratcliffe spent 10 years at New Leaf Venture Partners, a venture capital firm, from September 2008 through March 2019, culminating his career there as Managing Director, where he focused on investing in therapeutic and therapeutic platform companies. Prior to joining New Leaf Venture Partners, Dr. Ratcliffe was Worldwide Head of Clinical Research and Development at Pfizer Inc. (Nasdaq: PFE), where he spent 12 years of his career. Dr. Ratcliffe has served as a member of the boards of directors of Recludix Pharma, Inc. since December 2019, Upstream Bio (Nasdaq: UPB) since October 2021, Halda Therapeutics, Inc. since November 2021, and Vima Therapeutics, Inc. since November 2023. Previously, Dr. Ratcliffe served as a board member at Arvinas Inc. (Nasdaq: ARVN) from October 2015 to September 2022, Passage Bio Inc. (Nasdaq: PASG) from September 2019 to March 2022, Unum Therapeutics Inc. (formerly listed on Nasdaq) from March 2018 to April 2019, Aptinyx Inc. (Nasdaq: APTX) from June 2018 to April 2019, and Eliem Therapeutics Inc. (Nasdaq: ELYM) from October 2019 to December 2024. Dr. Ratcliffe received a M.B.Ch.B. and a Ph.D. in immunology from the University of Cape Town and an M.B.A. from the University of Michigan. Dr. Ratcliffe is qualified to serve on our board of directors because of his extensive clinical development and venture capital experience in the life sciences industry.

  6. Directors Continuing in Office – Class I Directors

    Directors Continuing in Office – Class I Directors The following table identifies our continuing Class I directors and sets forth their principal occupation and business experience during the last five years and their ages as of April 15, 2025.

  7. Directors Continuing in Office – Class I Directors

    | Name | Positions and Offices Held with Disc Medicine, Inc. | Director Since | Class | Term Expires | Age | | Mona Ashiya, Ph.D. | Director | 2021 | I | 2027 | 56 | | Kevin Bitterman, Ph.D. | Director | 2017 | I | 2027 | 48 |

  8. Directors Continuing in Office – Class I Directors

    Mona Ashiya, Ph.D. has served as a member of our board of directors since September 2021. Dr. Ashiya is currently a Partner at OrbiMed Advisors LLC, an investment firm, where she has been employed since October 2010. Dr. Ashiya currently serves on the boards of directors of several private companies. Dr. Ashiya also previously served on the board of directors of Sierra Oncology, Inc. (Nasdaq: SRRA) from November 2019 to July 2022. Dr. Ashiya received her B.A. from the University of California, Berkeley and her Ph.D. in Cellular, Molecular and Developmental Biology from the University of Pittsburgh. Dr. Ashiya is qualified to serve on our board of directors based on her roles on public and private boards of directors as well as her extensive experience in investing in healthcare companies. Kevin Bitterman, Ph.D. has served as a member of our board of directors since November 2017. Dr. Bitterman currently serves as a partner at Atlas Venture Life Science Advisors, LLC, or Atlas, a venture capital firm, where he has been employed since June 2017 and where he focuses on investments in life science companies. Prior to joining Atlas, Dr. Bitterman was a partner at Polaris Partners, an investment firm, as a member of the healthcare team from July 2004 to May 2017. Dr. Bitterman serves on the boards of Judo Bio, Kinaset Therapeutics, nChroma Bio, Remix Therapeutics and Renasant Bio. He was the founding CEO of Editas Medicine (Nasdaq: EDIT), Morphic Therapeutics (Nasdaq: MORF) and Visterra (acquired by Otsuka), and co-founded Genocea Biosciences (Nasdaq: GNCA). Dr. Bitterman previously served as a director of Akero Therapeutics, Inc. (Nasdaq: AKRO), Kala Pharmaceuticals, Inc. (Nasdaq: KALA) and Taris Biomedical (acquired by Johnson & Johnson) among other ventures. Dr. Bitterman received a B.A. in biology from Rutgers College and a Ph.D. in genetics from Harvard Medical School. Dr. Bitterman is qualified to serve on our board of directors due to his extensive experience investing in, guiding, and leading start-up and early phase companies, as well as his experience as a director of other companies.

  9. Directors Continuing in Office – Class III Directors

    Directors Continuing in Office – Class III Directors The following table identifies our continuing Class III directors, and sets forth their principal occupation and business experience during the last five years and their ages as of April 15, 2025.

  10. Directors Continuing in Office – Class III Directors

    | Name | Positions and Offices Held with Disc Medicine, Inc. | Director Since | Class | Term Expires | Age | | Donald Nicholson, Ph.D. | Executive Chairman and Director | 2019 | III | 2026 | 67 | | William White, M.P.P., J.D. | Director | 2020 | III | 2026 | 52 | | John Quisel, J.D., Ph.D. | Director, President and Chief Executive Officer | 2020 | III | 2026 | 53 |

  11. Directors Continuing in Office – Class III Directors

    Donald Nicholson, Ph.D. has served as Executive Chairman of our board of directors since April 2019. Dr. Nicholson is the former chief executive officer of Nimbus Therapeutics, LLC, or Nimbus, a biotechnology company, serving from August 2014 to October 2018. Prior to joining Nimbus, Dr. Nicholson held various strategic, leadership and operational roles in diverse therapeutic areas, including respiratory, inflammation, immunology, bone, endocrine, urology, infectious disease and neurosciences at Merck from April 1998 to July 2013. Dr. Nicholson has co-authored more than 150 publications in peer-reviewed scientific and medical journals and is internationally recognized for his contributions to the field of apoptotic cell death. He also serves as a member on the boards of directors of Generation Bio (Nasdaq: GBIO), Muna Therapeutics, Matchpoint Therapeutics and NodThera. Dr. Nicholson previously served on the boards of directors of Kymera Therapeutics, Inc. (Nasdaq: KYMR) from November 2017 to November 2022 and Jnana Therapeutics from February 2019 to September 2024. Dr. Nicholson received his Ph.D. and an Honors B.Sc. degree in Biochemistry from the University of Western Ontario, and trained as a Medical Research Council postdoctoral fellow at the University of Munich in Germany. Dr. Nicholson is qualified to serve as a member of our board of directors due to his extensive experience in leadership positions throughout the life sciences industry and his strong scientific background. William White, M.P.P., J.D. has served as a member of our board of directors since December 2020. Mr. White has served as the Executive Vice President, Chief Financial Officer and Head of Corporate Development and Treasurer at Akero Therapeutics, Inc. (Nasdaq: AKRO), a biotechnology company, since April 2019. Previously, Mr. White served as a Managing Director and Head of US Life Sciences Investment Banking at Deutsche Bank, a financial service provider, from September 2017 to March 2019. Prior to that, Mr. White was a Managing Director in Healthcare Investment Banking at Citigroup from May 2006 to September 2017. Previously, Mr. White served as an associate and later as a Vice President in Healthcare Investment Banking at Goldman, Sachs & Co. from November 2000 to March 2006. Mr. White also serves as a member of the board of directors and Chair of the Audit Committee of Ventyx Bioscience (Nasdaq: VTYX). Mr. White received an A.B. from Princeton University, an M.P.P. from Harvard University and a J.D. from Columbia University. Mr. White is qualified to serve on our board of directors because of his extensive financial and investment experience in the life sciences industry. John Quisel, J.D. Ph.D. has served as our President, Chief Executive Officer and as a member of our board of directors since February 2020. Previously, from October 2006 through February 2020, Dr. Quisel served in various positions at Acceleron Pharma Inc., or Acceleron, a biopharmaceutical company, most recently as Chief Business Officer. Prior to joining Acceleron, Dr. Quisel worked as an associate at the law firms of Ropes & Gray and Foley Hoag. Since November 2023, Dr. Quisel has served as a board member of Gossamer Bio, Inc. (Nasdaq: GOSS). Dr. Quisel holds an A.B. from Harvard University, an M.S. from Stanford University, a Ph.D. from the Massachusetts Institute of Technology, and a J.D. from Harvard Law School. Dr. Quisel is qualified to serve as a member of our board because of his significant scientific industry and management experience, including the experience gained from prior service as a Chief Business Officer.

  12. 2024 Compensation Program Highlights

    2024 Compensation Program Highlights Consistent with our goal of attracting, motivating and retaining a high-caliber executive team, our executive officer compensation program is designed to pay for performance. A summary of key compensation decisions and compensation related outcomes aligned with this philosophy are highlighted below for 2024. • Pay for Performance / At-Risk Pay - Our executive compensation program is designed so that a significant portion of pay is variable or “at risk” and the realized value of compensation is linked with Company performance and value delivered to stockholders. For 2024, the percentage of pay that is “at risk” for our Chief Executive Officer and our other NEOs is approximately 92.77% and 86.87%, respectively, helping us align pay with performance. • Base Salary Adjustments - Salary increases ranging from 10.3% to 16.9% were approved for 2024, generally due to strong Company performance in 2023 and to maintain competitive market positioning relative to our updated peer group by approximating the 50th percentile of such peer group. • Annual Cash Incentives - Our annual cash incentive opportunity is based on corporate performance compared to pre-established corporate goals. Corporate goals are selected to directly align with our specific strategic goals that we believe will create long-term stockholder value. For 2024, we achieved our corporate goals at an overall level of 135% and we paid an annual cash incentive award to our Chief Executive Officer and our other NEOs at 135% of target, with an additional $50,000 discretionary bonus to our Chief Medical Officer, Dr. Savage, in recognition of his exceptional individual performance. Long-Term Equity Awards - A significant portion of our Chief Executive Officer’s and other NEO’s compensation is delivered in the form of long-term equity awards. In 2024, we introduced restricted stock units, or RSUs, as a component of our equity awards, as we believe RSUs complement stock options by providing value certainty and enhancing retention, particularly in volatile market conditions, while supporting long-term stockholder alignment with less dilution. The equity awards granted to our Chief Executive Officer and our other NEOs in 2024 consisted of 50% stock options and 50% RSUs on an option-equivalent basis.

  13. Our Compensation Practices

    | What We Do | | | ☑ | Heavily weight our executive officer compensation toward “at risk,” performance-based compensation | | ☑ | Balance short-term and long-term incentive compensation | | ☑ | Use multi-year vesting for all executive officer equity awards | | ☑ | Have an incentive compensation recoupment or clawback policy | | ☑ | Select peer companies that we compete with for executive officer talent, have a similar business and are of similar size as us, and review their pay practices | | ☑ | Utilize an independent compensation consulting firm to facilitate pay assessments and review best practices | | ☑ | Require that the compensation committee is comprised entirely of independent directors | | What We Don’t Do | | | ☒ | Provide guaranteed bonuses or base salary increases | | ☒ | Allow for the repricing of stock options without stockholder approval | | ☒ | Pay dividends or dividend equivalents on unearned shares | | ☒ | Permit hedging or other forms of speculative transactions by employees or directors | | ☒ | Permit pledging by employees or directors | | ☒ | Provide single-trigger change in control benefits | | ☒ | Include gross-ups in executive employment agreements or change-in-control arrangements | | ☒ | Provide excessive perquisites to our executive officers | | ☒ | Provide retirement or pension benefits to executive officers not available to employees generally |

  14. Pay for Performance / At-Risk Pay

    Pay for Performance / At-Risk Pay Our executive officer compensation program is designed to reward achievement of the specific strategic goals that we believe will advance our business strategy and create long-term value for our stockholders. A substantial portion of our executive officers’ total compensation is “at risk,” meaning it is earned only upon achievement of pre-established, objective financial or operating goals, such as in our annual cash incentive program, or it depends on stock price appreciation or value, as is the case in our long-term incentive program. Through December 31, 2023, our long-term incentive program consisted exclusively of stock options, consistent with the market practice among similar, recently-public companies in our industry and at our stage of development. Stock options are inherently performance-based, requiring stock price appreciation before there is any real value earned. No amount of time will make a stock option deliver any value unless the Company’s stock price increases. In addition, stock options reward our NEOs for increasing shareholder value over the lengthier term of the option, which we believe is particularly well-suited to our stage in the longer pharmaceutical development cycle. Beginning in January 2024, our board of directors introduced RSUs as part of our long-term incentive program. RSUs complement stock options by providing greater certainty of value during periods of market volatility and furthering executive share ownership, while maintaining alignment with stockholder interests. In addition, awarding full-value shares in the form of RSUs in the long-term portion of total compensation is less dilutive than stock option grants and consistent with the evolving compensation practices of our peer group. For 2024, approximately 92.77% of our Chief Executive Officer's compensation and 86.87% of the average compensation for our other NEOs was considered "at risk". As shown in the graphics below, the mix of fixed base salary, short-term incentive and long-term incentive compensation reflects the high proportion that is variable and at-risk.

  15. Each Compensation Element Serves a Unique Purpose

    | Pay Element | At Risk | Description | Rationale | | Base Salary | | Fixed cash compensation reflective of individual performance, skills, experience and internal equity, after review of peer group data | Provide stable compensation to executive officers, allowing us to attract and retain skilled executive talent with competitive pay and maintain a consistent, stable leadership team | | Short Term Incentives | ☑ | Variable cash compensation based on the level of achievement of certain annual performance objectives that are pre-determined | Rewards achievement against pre-established goals, motivating executives to achieve performance objectives that are key to our annual operating and strategic plans | | Long Term Incentives | ☑ | Variable equity-based compensation subject to multi-year vesting, with mix of 50% stock options and 50% RSUs. Stock options vest based on continued service over four years and only have value to the extent that our stock price appreciates after the grant. RSUs vest based on continued service over four years. | Motivate and reward executive officers to achieve multi-year strategic goals that are expected to deliver sustained long-term value to stockholders, as well as to attract and retain executive officers for the long term. |

  16. Base Salary

    Base Salary On an annual basis, our compensation committee reviews and approves base salary adjustments for our NEOs (other than our Chief Executive Officer), and reviews and recommends to the board, for its consideration and approval, base salary adjustments for our Chief Executive Officer. As part of this process, the compensation committee reviews salary data from peer group companies compiled by our compensation consultant, each NEO’s individual performance and, with respect to NEO's other than our Chief Executive Officer, the recommendation of our Chief Executive Officer. For more information regarding the process the compensation committee uses to determine NEO base salaries, see the section below entitled "Process for Setting Total Compensation." In December 2023, the compensation committee approved base salary adjustments for each of our NEOs other than Ms. Franchi, Ms. Stephenson, and our Chief Executive Officer, and the compensation committee recommended, and our board of directors approved, a base salary adjustment for our Chief Executive Officer. These adjustments, which are reflected in the table below, were effective as of January 1, 2024, and were based upon the applicable NEO’s individual performance and a review by the compensation committee and, in the case of our Chief Executive Officer, our board of directors, of the base salaries payable to comparable executive officers by companies in our peer group. In February 2024, the board of directors approved base salaries for each of Ms. Franchi and Ms. Stephenson in connection with their appointments as Chief Financial Officer and Chief Commercial Officer, respectively, with such base salaries effective as of their respective start dates.

  17. Base Salary

    The 2024 base salary increases for Drs. Quisel and Savage and Mr. Yu reflected their strong performance in 2023, and were intended to align their base salaries with approximately the 50th percentile of the market among the Company's updated peer group. For more information regarding updates to our peer group for 2024, see the section below entitled "Process for Setting Total Compensation - Peer Group and Benchmarking." The 2024 base salaries for each of Ms. Franchi and Ms. Stephenson were also intended to align with approximately the 50th percentile of the market and reflect their respective qualifications, prior experience and salary expectations.

  18. Short Term Incentives

    Short Term Incentives Annual Target Bonus Opportunities We maintain an annual performance-based cash incentive program designed to reinforce our pay-for-performance philosophy by rewarding our NEOs for our performance against pre-established corporate goals. The target bonus opportunity under our annual cash incentive program constitutes a percentage of the applicable executive officer’s base salary. Such target bonus opportunity for the Chief Executive Officer is determined annually by our board of directors, based upon the recommendation of our compensation committee, and the target bonus opportunity for all other NEOs is determined annually by our compensation committee with input from our Chief Executive Officer, in each case after review of peer group data by our compensation consultant and consideration of an individual performance assessment. For more information regarding the process the compensation committee uses to determine NEO annual target bonus opportunities under our annual cash incentive program, see the section below entitled “Process for Setting Total Compensation.” In December 2023, the compensation committee or the board of directors, as applicable, approved the 2024 target bonus opportunities for the NEOs as set forth in the table below, other than for Ms. Franchi and Ms. Stephenson. After considering market data for each NEO’s position, the target bonus opportunity for our Chief Executive Officer was increased from 50% in 2023 to 55% in order to align with the 50th percentile of the market. No changes were made to the target bonus opportunities of our other continuing NEOs. In February 2024, the board of directors approved the 2024 target bonus opportunities as a percentage of base salary for Ms. Franchi and Ms. Stephenson as set forth in the table below in connection with their appointments as Chief Financial Officer and Chief Commercial Officer, respectively. The 2024 target bonus opportunities for each of Ms. Franchi and Ms. Stephenson were also intended to align with approximately the 50th percentile of the market and reflect their respective qualifications and prior experience.

  19. Short Term Incentives

    | Name | Target Bonus (% of Base Salary) | | John Quisel, J.D., Ph.D. | 55% | | Jean Franchi | 40% | | Pamela Stephenson, M.P.H. | 40% | | William Savage, M.D., Ph.D. | 40% | | Jonathan Yu, M.B.A. | 40% | | Joanne Bryce, C.P.A. | 40% |

  20. Short Term Incentives

    Calculation of Actual Bonus Payouts The cash bonus actually paid to our Chief Executive Officer under our annual cash incentive program is determined by the board of directors based upon the recommendation of our compensation committee and is calculated by multiplying the Chief Executive Officer's target bonus opportunity by the percentage achievement of the Company’s pre-established corporate goals for that year. As such, our Chief Executive Officer's annual cash bonus amount is entirely based on the achievement of our corporate goals for that year. The annual cash bonus actually paid to our other NEOs is determined by our compensation committee and is calculated by multiplying the applicable target bonus opportunity by the percentage achievement of the Company’s pre-established corporate goals for that year, but subject to adjustment for individual performance as recommended by our Chief Executive Officer. Payment of the annual cash bonus to all of our executive officers, including our Chief Executive Officer, is conditioned on the executive remaining employed by us or providing services to us at the time the bonus is actually paid. 2024 Corporate Goals and Performance In December 2023, our board of directors, upon recommendation from our compensation committee, approved the corporate goals for 2024. Our corporate goals are comprised of key strategic, operational and corporate performance goals relating to clinical development, research, commercial, business development and corporate advancement objectives. As outlined in the table below, each of our corporate goals has a designated weighting and the compensation committee assesses the achievement of each corporate goal. The corporate goals consist of pre-established “base” goals, the achievement of which would result in up to 100% of target bonus opportunities being earned based on corporate performance, and pre-established “stretch” goals, the achievement of which would reflect exceptional performance above and beyond the expected level of performance and that would result in additional target bonus opportunities being earned based on corporate performance. To remove subjectivity in determining the achievement of our base and stretch corporate goals, each goal may either be achieved or not achieved and cannot be overachieved or partially achieved. In addition to the base and stretch goals established at the beginning of the year, the compensation committee and the board of directors may, in their discretion, award or deduct a limited percentage of achievement of our corporate goals based on the Company's overall corporate performance during the applicable fiscal year. The 2024 corporate goals, the aggregate relative weightings assigned to each goal, our aggregate actual achievement with respect to such goals as recommended by the compensation committee and determined by the board of directors, and certain specific achievements that the compensation committee and the board of directors reviewed in making such determination, were as follows:

  21. Short Term Incentives

    | Corporate Goals | Relative Weighting (%)(1) | Select Corporate Goal Achievements | Weighted Actual Performance (%) | | 1. Bitopertin Development | 25% | | 60% | | | | • Released topline Phase 2 AURORA data | | | | | • Held End of Phase 2 meeting with FDA | | | | | • Initiated manufacturing campaigns to support NDA readiness | | | | | • Stretch: Obtained favorable FDA feedback on expedited approval pathway (+40%) | | | 2. DISC-0974 Development | 25% | | 25% | | | | • Presented topline data from Phase 1b MF anemia trial and selected Phase 2 dose | | | | | • Completed enrollment and presented topline data from Phase 1b CKD anemia trial | | | | | • Completed drug substance manufacturing for Phase 2 trials | | | | | • Stretch: Made significant further progress in additional indication (+5%) | | | 3. DISC-3405 Development | 13% | | 16% | | | | • Completed Phase 1 SAD/MAD study and held End of Phase 1 meeting with FDA | | | | | • Advanced certain nonclinical and manufacturing efforts | | | | | • Stretch: Made significant preclinical progress in additional indication (+3%) | | | 4. Certain Early-Stage Development | 5% | | 0% | | | | --- | | | 5. Finance & Company Building | 32% | | 32% | | | | • Achieved hiring and retention objectives | | | | | • Met all public company filing requirements | | | | | • Presented at major investor conferences | | | | | • Operated planned activities within budget projection | | | | | • Obtained financing to provide runway into 2027 | | | TOTAL | 100% | | 135%(2) |

  22. Short Term Incentives

    Reflects only base goal weighting. (2) Reflects a weighted actual performance total of 133% plus 2% awarded by the compensation committee and board of directors in recognition of the Company's overall corporate success during 2024. Certain of these corporate goals include highly sensitive and competitive data, including preclinical, clinical, regulatory and strategic targets. We do not disclose the specific portions of these goals because we believe that such disclosure would result in competitive harm to us. We purposely set these goals at challenging levels. Revealing certain elements of these goals could potentially reveal insights about our preclinical, clinical, regulatory and strategic plans or objectives that our competitors or potential collaborators could use against us. In December 2024, the compensation committee evaluated our performance against the 2024 corporate goals. As described in detail in the table above, the compensation committee measured each base and stretch goal that was achieved or not achieved, and considered the Company's overall corporate performance during 2024. In particular, the compensation committee determined that achievement of the stretch goal regarding favorable FDA feedback on an expedited approval pathway for bitopertin was the most impactful to the creation of long-term stockholder value and reflected exceptionally strong Company performance, and therefore assigned an achievement percentage of 40% to that goal. Accordingly, the compensation committee determined that the Company achieved its corporate goals at 133% and recommended an additional achievement of 2% in recognition of the Company's overall corporate success in 2024. As a result, the compensation committee recommended and the board of directors approved a total corporate goals achievement of 135% of target for 2024. Based on this achievement of our 2024 corporate goals and Dr. Quisel's recommendation to the compensation committee regarding the individual accomplishments of each of our other NEOs in 2024, our NEOs received the following annual cash bonuses for 2024:

  23. Short Term Incentives

    | Name | Target Bonus (% of Base Salary) | Percent of Target Awarded | Bonus Awarded (% of Annual Base Salary) | Bonus Awarded ($) | | John Quisel, J.D., Ph.D. | 55% | 135% | 74.25% | 478,913 | | Jean Franchi | 40% | 135% | 54.00% | 278,100 | | Pamela Stephenson, M.P.H. | 40% | 135% | 54.00% | 272,700 | | William Savage, M.D., Ph.D. | 40% | 135% | 54.00% | 322,700(1) | | Jonathan Yu, M.B.A. | 40% | 135% | 54.00% | 264,600 | | Joanne Bryce, C.P.A.(2) | 40% | 135% | 0.00% | — |

  24. Short Term Incentives

    ___________________ (1) Represents an annual cash bonus award of $272,700 under the cash incentive program plus a discretionary bonus in the amount of $50,000, reflecting Dr. Savage's exceptional individual performance in 2024. (2) Ms. Bryce departed from her position as Chief Financial Officer as of February 7, 2024. Pursuant to Ms. Bryce's severance arrangement, she was entitled to receive a payment in the amount of $16,990, equal to her pro-rated target bonus for 2024. See "Potential Payments Upon Termination or Change in Control" below for a description of Ms. Bryce's severance arrangement in connection with her departure.

  25. Long Term Incentives

    Long Term Incentives The market for qualified and talented executives in the biopharmaceutical industry is highly competitive, and we compete for talent with many companies that have greater resources than we do. Accordingly, we believe long-term incentive compensation is a crucial component of our executive compensation package. We grant a mix of stock options and RSUs as part of our on-hire and annual awards to our NEOs. The size of equity awards granted to our NEOs varies based on their role and annual performance assessments. For more information about how we set the long-term incentive compensation of our NEOs, please see the section below entitled "Process for Setting Total Compensation." Our long-term incentive compensation program is designed to: • reward demonstrated leadership and performance; • align our executive officers’ interests with those of our stockholders through long-term value creation; • reinforce our pay-for-performance philosophy; • retain our executive officers through the vesting period of the awards; • maintain competitive levels of executive compensation; and • motivate our executive officers for outstanding future performance. For our 2024 annual long-term incentive award, the compensation committee approved the following equity award mix for our NEOs: 50% in the form of stock options and 50% in the form of RSUs. Stock Options and Restricted Stock Units We award stock options and RSUs as our long-term incentive compensation because they directly align executive compensation with the creation of stockholder value, and the ultimate value received from stock options and RSUs depends on stock price performance after the grant date. Stock options and RSUs also encourage retention through time-based vesting. This award mix is also aligned with peer practices, as advised by our independent compensation consultant. Stock option awards to newly hired NEOs generally vest as to 25% of the shares subject to the option after one year and in equal monthly installments over the following three years, and stock option awards to existing NEOs generally vest in monthly installments over four years, in both cases, generally subject to continued employment. The exercise price of all stock options is equal to the closing price of our common stock on the grant date as reported by the Nasdaq Stock Market. RSU awards to our NEOs generally vest in annual installments over four years, generally subject to continued employment. In establishing annual long-term incentive award levels for our NEOs other than our Chief Executive Officer, and in formulating a recommendation to the board of directors on the long-term incentive awards to be granted to our Chief Executive Officer, the compensation committee evaluates long-term incentive award data from our peer group (as well as broader market survey data), overall Company performance, the amount of equity previously awarded to the NEOs and the vesting terms of such prior awards, and the Company’s broader organizational equity needs and overall dilution. We evaluate our equity award program on an annual basis to ensure that it appropriately links to our long-term performance by aligning the interests of our executives and our stockholders, remains competitive with industry and peer benchmarks and is consistent with our overall equity needs and dilution levels. 2024 Annual Awards Based on the compensation committee's evaluation, the compensation committee or the board of directors, as applicable, granted long-term incentive awards to our NEOs, other than Ms. Franchi and Ms. Stephenson, in January 2024. The table below reflects these long-term incentive awards granted in the form of stock options and RSUs, with the values calculated in accordance with FASB ASC Topic 718 and as reported in our Summary Compensation Table.

  26. Long Term Incentives

    | Name | Grant Date | Stock Options Awarded (#) | Stock Option Value ($) | RSUs Awarded (#) | RSU Value ($) | | John Quisel, J.D., Ph.D. | 1/10/2024 | 99,550 | 3,690,937 | 66,365 | 4,240,724 | | William Savage, M.D., Ph.D. | 1/10/2024 | 27,800 | 1,030,719 | 18,535 | 1,184,387 | | Jonathan Yu, M.B.A. | 1/10/2024 | 27,250 | 1,010,327 | 18,165 | 1,160,744 | | Joanne Bryce, C.P.A.(1) | 1/10/2024 | 27,250 | 1,010,327 | 18,165 | 1,160,744 |

  27. Long Term Incentives

    ___________________ (1) Ms. Bryce departed from her position as Chief Financial Officer effective as of February 7, 2024 and served as an advisor to the Company until November 7, 2024, at which point any then-unvested equity awards were forfeited in accordance with their terms. See "Potential Payments Upon Termination or Change in Control" below for additional detail on the post-termination treatment of Ms. Bryce's equity awards. 2024 New Hire Awards The board of directors granted on-hire long-term incentive awards in the form of stock options and RSUs to Ms. Franchi and Ms. Stephenson in connection with their appointment to their respective positions in February 2024 as reflected in the table below, where the values are calculated in accordance with FASB ASC Topic 718 and as reported in our Summary Compensation Table. These awards were granted outside our Amended and Restated 2021 Stock Option and Incentive Plan as inducements material to Ms. Franchi's and Ms. Stephenson's entry into employment with us in accordance with Nasdaq Listing Rule 5635(c)(4) and were designed to be competitive with market practice.

  28. Long Term Incentives

    | Name | Grant Date | Stock Options Awarded (#) | Stock Option Value ($) | RSUs Awarded (#) | RSU Value ($) | | Jean Franchi | 2/7/2024 | 55,000 | 2,090,102 | 36,666 | 2,392,457 | | Pamela Stephenson, M.P.H. | 2/26/2024 | 55,000 | 2,082,577 | 36,666 | 2,370,824 |

  29. Role of the Compensation Committee

    Role of the Compensation Committee The implementation of our compensation philosophy is carried out under the supervision of our compensation committee. The compensation committee uses the services of an independent compensation consultant who is retained by, and reports directly to, the compensation committee. Management, under guidelines and procedures approved by the compensation committee, determines the compensation of our non-executive officer employees. Towards the end of each year, the compensation committee deliberates regarding performance-based compensation payouts for the end of such year as well as the base salary, target cash incentives and long-term equity award components of compensation to be awarded to our NEOs, including our Chief Executive Officer, for the next fiscal year. As a result of such deliberations, the compensation committee makes decisions regarding the compensation for our NEOs other than our Chief Executive Officer, and makes a recommendation to the board of directors regarding the compensation of our Chief Executive Officer, for the next fiscal year. In setting compensation for our other NEOs, the compensation committee solicits the input of our Chief Executive Officer, who recommends to the compensation committee the base salary, target cash incentives and long-term equity award components of compensation to be awarded to our NEOs for the next fiscal year, as well as performance-based compensation payouts. The compensation committee remains solely responsible for making the final decisions on compensation for all of our NEOs other than our Chief Executive Officer, whose compensation is determined by the board of directors. Our NEOs, including our Chief Executive Officer, are not present during discussions of their respective compensation packages nor do they participate in approving any portion of their own or other NEO compensation packages. The compensation committee considers a variety of factors, as described below, which may vary from year to year, to set the compensation of our NEOs at levels that the compensation committee considers to be competitive and appropriate for each NEO, using the compensation committee’s professional experience and judgment: • Company performance • Market data from the independent compensation consultant • Individual performance • Retention risk • Independent compensation consultant recommendations • Chief Executive Officer’s recommendations (other than for himself), based on direct knowledge of NEO performance and his extensive industry experience • Internal pay equity among individuals and positions • Criticality and scope of job function • Total targeted and historical compensation • Any other factors the compensation committee determines appropriate Towards the end of each year, Company-wide performance goals for the following year are finalized by the compensation committee and the board of directors, and progress toward these goals is reviewed at meetings throughout the year. In addition, to verify the alignment of our compensation program with our business strategy and with the items that we believe drive the creation of stockholder value, the compensation committee reviews the elements and competitiveness of our executive compensation program throughout the year and determines whether it would be appropriate to make any changes to program components.

  30. Role of the Compensation Consultant

    Role of the Compensation Consultant The compensation committee has the sole authority to retain, at our expense, one or more third-party compensation consultants to assist the compensation committee in performing its responsibilities. The compensation committee may terminate the services of the consultant if the compensation committee deems it appropriate. In 2024, the compensation committee utilized the services of Pearl Meyer to assist it in fulfilling its responsibilities, including for advice regarding overall compensation program design, peer group development and updates, and director and executive compensation benchmarking. We develop our compensation programs after reviewing publicly available compensation data for our peer group, as provided by Pearl Meyer, supplemented by subscription survey data that we may procure through other vendors, as appropriate. The board of directors and the compensation committee consider Pearl Meyer’s data, analysis and recommendations on certain compensation matters as they deem appropriate. The compensation committee annually evaluates its engagement of compensation consultants, and selected Pearl Meyer to advise with respect to compensation matters based on Pearl Meyer’s industry experience and reputation. The compensation committee has assessed the independence of Pearl Meyer pursuant to SEC and Nasdaq rules and concluded that no conflict of interest exists that would prevent Pearl Meyer from independently advising the compensation committee.

  31. Peer Group and Benchmarking

    Peer Group and Benchmarking In evaluating the total compensation of our NEOs, our compensation committee, using information provided by Pearl Meyer, annually reassesses a peer group of publicly traded, national and regional companies in the biopharmaceutical and biotechnology industries that are selected based on similarities to our Company using a balance of the following criteria: • Valuation: Market capitalizations between $350 million and $3.5 billion; • Stage of Development: Clinical-stage life science companies; • Operating Size: Between 20 and 200 employees and operating expense over the prior 12 months of less than $175 million; and • Competitors: Rare disease or hematology companies against which we believe we compete for executive talent. Within these parameters, the compensation committee determined that our peer group for 2024 compensation comparisons and decisions was as follows:

  32. Peer Group and Benchmarking

    | 89Bio, Inc.* | Keros Therapeutics, Inc. | | Cogent Biosciences, Inc. | Morphic Holding, Inc.* | | Cullinan Oncology, Inc. | Protagonist Therapeutics, Inc. | | CymaBay Therapeutics, Inc. | Rallybio Corporation | | Design Therapeutics, Inc. | Scholar Rock Holding Corporation* | | Dyne Therapeutics, Inc. | Syndax Pharmaceuticals, Inc.* | | Edgewise Therapeutics, Inc. | Terns Pharmaceuticals, Inc. | | Foghorn Therapeutics, Inc. | Viking Therapeutics, Inc.* | | IDEAYA Biosciences, Inc. | Viridian Therapeutics, Inc. | | iTeos Therapeutics, Inc.* | |

  33. Peer Group and Benchmarking

    The six companies marked with an asterisk were added to the 2024 peer group; five companies that no longer met the criteria were removed (Astria Therapeutics, Inc., HilleVax, Inc., Icosavax, Inc., PMV Pharmaceuticals, Inc., and Vor Biopharma, Inc.). The compensation committee believes that the compensation practices of our 2024 peer group provided us with appropriate compensation benchmarks for evaluating the compensation of our NEOs for 2024. Notwithstanding the similarities of our 2024 peer group, due to the nature of our business, we compete for executive talent with many public companies that are larger and more established than we are or that possess greater resources than we do, or with smaller private companies that may be able to offer greater equity compensation potential, as well as with prestigious academic and non-profit institutions. Although our compensation committee and board of directors generally target compensation for each NEO to be competitive with the compensation provided by our peers for the same or a similar position, including targeting base salaries, annual target bonus opportunities, and long-term equity incentives that approximate the 50th percentile of our peer group, they may consider other criteria, including market factors, the experience level of the executive and the executive’s performance against established corporate goals, in determining variations to this general target range.

  34. Severance and Change of Control Benefits

    Severance and Change of Control Benefits Each NEO is also eligible for severance benefits in specified circumstances, as set forth in each such officer’s employment agreement. Under the terms of these agreements, upon execution and effectiveness of a severance agreement and release of claims, each NEO will be entitled to double-trigger severance payments if at any time, including within three months prior to or 12 months following a change in control, we: • terminate his or her employment without cause; or • he or she terminates employment with us for good reason. We provide these severance arrangements because we believe that, in a competitive market for talent, severance arrangements are necessary to attract and retain high quality executives. In addition, the change in control benefit allows and incentivizes executives to maintain their focus on our business during a period when they otherwise might be distracted. Please refer to “Employment Arrangements with Named Executive Officers” below for a more detailed discussion of severance benefits for our NEOs.

  35. Equity Grant Practices

    Equity Grant Practices Our compensation committee generally approves the annual equity awards for our executive officers, including each of our NEOs (except for the Chief Executive Officer whose annual equity awards are approved by our board of directors), at a pre-scheduled meeting or by unanimous written consent in the last quarter of the preceding fiscal year, with such grants generally effective in the first quarter of the applicable fiscal year. In certain circumstances, including the hiring or promotion of an individual, or where the compensation committee determines it is in the best interests of the Company, the compensation committee may approve the grant of equity awards at other times. In particular, the compensation committee's practice is to approve on-hire grants of equity awards to new executives effective upon their date of hire or promotion, as applicable. During fiscal year 2024, we did not time the disclosure of material nonpublic information for the purpose of affecting the value of any executive compensation awarded, and no NEO was granted an equity award during the period beginning four business days before, and ending one business day after, the filing of a periodic report on Form 10-Q or an annual report on Form 10-K, or the filing or furnishing of a current report on Form 8-K that disclosed material nonpublic information, other than one stock option grant described below, issued in connection with the appointment of our Chief Financial Officer on February 7, 2024, the same day the Company issued a required Form 8-K announcing such appointment.

  36. Equity Grant Practices

    | Type of Equity Award | Grantee | Grant Date | Number of Securities Underlying the Award | Per-Share Exercise Price ($/Sh) | Grant Date Fair Value of Award ($) | Percentage Change in Market Value of Underlying Securities(1) | | Option to Purchase Common Stock | Jean Franchi | 2/7/2024 | 55,000 | $65.25 | 2,090,102 | 0.47% |

  37. Equity Grant Practices

    ___________________ (1) Reflects the percentage change in the market price of the underlying securities between the closing market price of the security one trading day prior to and one trading day following the disclosure of material nonpublic information.

  38. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table provides information regarding the total compensation awarded to, earned by, and paid to our named executive officers, or NEOs, for services rendered to us in all capacities for the fiscal years ended December 31, 2024, 2023 and 2022, as applicable.

  39. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | John Quisel, J.D., Ph.D. | 2024 | 645,000 | — | 4,240,724 | 3,690,937 | 478,913 | 10,350 | 9,065,924 | | President and Chief Executive Officer | 2023 | 562,000 | — | — | — | 337,200 | 9,900 | 909,100 | | | 2022 | 476,477 | — | — | 1,081,150 | 273,638 | — | 1,831,265 | | Jean Franchi(6) | 2024 | 464,491 | 75,000(7) | 2,392,457 | 2,090,102 | 278,100 | — | 5,300,150 | | Chief Financial Officer | | | | | | | | | | Pamela Stephenson, M.P.H.(8) | 2024 | 428,603 | 40,000(9) | 2,370,824 | 2,082,577 | 272,700 | 10,350 | 5,205,054 | | Chief Commercial Officer | | | | | | | | | | William Savage, M.D., Ph.D. | 2024 | 505,000 | 50,000(10) | 1,184,387 | 1,030,719 | 272,700 | 10,350 | 3,053,156 | | Chief Medical Officer | 2023 | 458,000 | — | — | — | 219,840 | 9,900 | 687,740 | | | 2022 | 378,234 | 20,000 | — | 318,803 | 173,719 | — | 890,756 | | Jonathan Yu, M.B.A. | 2024 | 490,000 | — | 1,160,744 | 1,010,327 | 264,600 | 10,350 | 2,936,021 | | Chief Operating Officer | 2023 | 419,000 | — | — | — | 201,120 | 7,885 | 628,005 | | | 2022 | 355,884 | 20,000 | — | 277,221 | 163,438 | — | 816,543 | | Joanne Bryce, C.P.A.(11) | 2024 | 60,114(12) | — | 1,160,744(13) | 1,010,327(14) | — | 409,659 | 2,640,844 | | Former Chief Financial Officer | 2023 | 419,000 | — | — | 1,123,795 | 201,120 | 9,900 | 1,753,815 | | | 2022 | 355,884 | 20,000 | — | 277,221 | 163,438 | — | 816,543 |

  40. 2024 Summary Compensation Table

    ___________________ (1) Amounts reported reflect salaries earned by each NEO during the respective fiscal year. (2) Amounts reported represent the aggregate grant date fair value of the RSUs granted to our NEOs during 2024, calculated in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718, not including any estimates of forfeitures related to service-based vesting conditions. (3) Amounts reported represent the aggregate grant date fair value of the stock options awarded to our NEOs during the 2024, 2023 and 2022 fiscal years, as applicable, calculated in accordance with FASB ASC Topic 718, not including any estimates of forfeitures related to service-based vesting conditions. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 12 to our consolidated financial statements included in Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The amounts reported in this column reflect the accounting cost for the stock options and do not correspond to the actual economic value that may be received by our NEOs upon the exercise of the stock options or any sale of the common stock underlying such stock options. (4) Amounts reported represent bonuses earned as of December 31, 2024, upon the attainment of one or more pre-established performance goals established by our board of directors on an annual basis under our cash incentive program. With respect to Dr. Quisel, Ms. Franchi, Ms. Stephenson, Dr. Savage and Mr. Yu, amounts reported represent safe harbor matching contributions under our 401(k) plan in 2024. With respect to Ms. Bryce, the amount reported represents (i) severance benefits payable pursuant to her separation agreement, consisting of (A) $356,250, representing an amount equal to nine months of her base salary, payable in substantially equal installments over nine months following her termination, (B) $16,990, representing her pro-rated target bonus for 2024, and (C) $26,069, representing continuing payment to Ms. Bryce of the portion of the premiums equal to the amount that we would have paid to provide health insurance had she remained employed with us for up to nine months following her termination of employment, and (ii) a safe harbor matching contribution under our 401(k) plan in an amount of $10,350. Ms. Franchi commenced employment with us on February 7, 2024 and, accordingly, her 2024 base salary has been prorated to reflect her partial year of service. (7) Amount reported represents a sign-on bonus paid to Ms. Franchi in connection with the commencement of her employment in 2024. (8) Ms. Stephenson commenced employment with us on February 26, 2024 and, accordingly, her 2024 base salary has been prorated to reflect her partial year of service. (9) Amount reported represents a sign-on bonus paid to Ms. Stephenson in connection with the commencement of her employment in 2024. (10) Amount reported represents a discretionary annual bonus paid to Dr. Savage for exceptional individual performance. (11) Ms. Bryce departed from her role as Chief Financial Officer effective as of February 7, 2024 and served as an advisor to the Company until November 7, 2024. (12) Amount reported represents Ms. Bryce's prorated 2024 base salary reflecting her partial year of service as an employee in the amount of $45,064, and consulting fees earned during the remainder of 2024 in the amount of $15,050. (13) The RSUs granted to Ms. Bryce in 2024 were subsequently forfeited upon the termination of her advisor role. However, in accordance with SEC rules, the full grant date fair value of the award is reported in this table. The unvested portion of the stock option granted to Ms. Bryce in 2024 was subsequently forfeited upon the termination of her advisor role. However, in accordance with SEC rules, the full grant date fair value of the award is reported in this table.

  41. Grants of Plan-Based Awards for Fiscal Year 2024

    Grants of Plan-Based Awards for Fiscal Year 2024 The following table sets forth information concerning each grant of an award made to an NEO during the fiscal year ended December 31, 2024 under any plan, contract, authorization or arrangement pursuant to which cash, securities, similar instruments or other property may be received. Except where stated otherwise, all equity awards granted to NEOs during 2024 were granted under the Company’s Amended and Restated 2021 Stock Option and Incentive Plan, or the 2021 Plan.

  42. Grants of Plan-Based Awards for Fiscal Year 2024

    | Name | Grant Date | Approval Date(1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards: Target ($)(2) | All Other Stock Awards: Number of Shares of Stock or units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/Sh)(5) | Grant Date Fair Value of Stock and Option Awards(6) | | John Quisel, J.D., Ph.D. | — | | 354,750 | — | — | — | — | | | 1/10/2024 | 12/19/2023 | — | 66,365 | — | — | 4,240,724 | | | 1/10/2024 | 12/19/2023 | — | — | 99,550 | 63.90 | 3,690,937 | | Jean Franchi | — | | 206,000 | — | — | — | — | | | 2/7/2024(7) | 2/5/2024 | — | 36,666 | — | — | 2,392,457 | | | 2/7/2024(7) | 2/5/2024 | — | — | 55,000 | 65.25 | 2,090,102 | | Pamela Stephenson, M.P.H. | — | | 202,000 | — | — | — | — | | | 2/26/2024(8) | 2/23/2024 | — | 36,666 | — | — | 2,370,824 | | | 2/26/2024(8) | 2/23/2024 | — | — | 55,000 | 64.66 | 2,082,577 | | William Savage, M.D., Ph.D. | — | | 202,000 | — | — | — | — | | | 1/10/2024 | 12/14/2023 | — | 18,535 | — | — | 1,184,387 | | | 1/10/2024 | 12/14/2023 | — | — | 27,800 | 63.90 | 1,030,719 | | Jonathan Yu, M.B.A. | — | | 196,000 | — | — | — | — | | | 1/10/2024 | 12/14/2023 | — | 18,165 | — | — | 1,160,744 | | | 1/10/2024 | 12/14/2023 | — | — | 27,250 | 63.90 | 1,010,327 | | Joanne Bryce, C.P.A. | — | | 190,000 | — | — | — | — | | | 1/10/2024 | 12/14/2023 | — | 18,165 | — | — | 1,160,744 | | | 1/10/2024 | 12/14/2023 | — | — | 27,250 | 63.90 | 1,010,327 |

  43. Grants of Plan-Based Awards for Fiscal Year 2024

    ___________________ (1) Represents the date the compensation committee or the board of directors, as applicable, took action to grant the award, where such action took place on a date other than the grant date. (2) Represents the target amount of each executive’s cash payments under our 2024 annual performance-based cash incentive program as described in “Compensation Discussion and Analysis” above. Actual payments made for 2024 are provided in the “2024 Summary Compensation Table.” As there are no threshold or maximum amounts with respect to these performance-based cash payments, the columns “Threshold ($)” and “Maximum ($)” are inapplicable and therefore have been omitted from this table. (3) Represents RSUs awarded with time-based vesting criteria established by the compensation committee and described in "Compensation Discussion and Analysis" above. (4) Represents stock options awarded with time-based vesting criteria established by the compensation committee and described in "Compensation Discussion and Analysis" above. The exercise price of these stock options is equal to the closing price of our common stock as reported on the Nasdaq Global Market on the grant date. These amounts represent the aggregate grant date fair value of awards granted to our NEOs in 2024, computed in accordance with FASB ASC Topic 718, not including any estimates of forfeitures related to service-based vesting conditions. See Note 12 of “Notes to Consolidated Financial Statements” in our 2024 Annual Report filed with the SEC on February 27, 2025 for a discussion of assumptions made by the Company in determining the aggregate grant date fair value of our option awards. The grant of stock options and RSUs to Ms. Franchi in February 2024 consists of her on-hire award in connection with her appointment as Chief Financial Officer. This award was granted outside of our 2021 Plan as an inducement material to Ms. Franchi’s entry into employment with us in accordance with Nasdaq Listing Rule 5635(c)(4). The grant of stock options and RSUs to Ms. Stephenson in February 2024 consists of her on-hire award in connection with her appointment as Chief Commercial Officer. This award was granted outside of our 2021 Plan as an inducement material to Ms. Stephenson’s entry into employment with us in accordance with Nasdaq Listing Rule 5635(c)(4).

  44. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table sets forth information regarding outstanding equity awards held by our NEOs as of December 31, 2024:

  45. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | | | Option Awards(1) | | | | Stock Awards | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | John Quisel, J.D., Ph.D. | 1/10/2024(3) | 2/15/2024 | — | — | — | — | 66,365 | 4,207,541 | | | 1/10/2024(4) | 1/10/2024 | 22,813 | 76,737 | 63.90 | 1/10/2034 | — | — | | | 12/29/2022(4) | 12/29/2022 | 66,001 | 66,001 | 13.50 | 12/29/2032 | — | — | | | 9/14/2021(4) | 9/1/2021 | 123,803 | 31,572 | 9.86 | 9/13/2031 | — | — | | | 10/23/2020(5) | 10/7/2020 | 41,830 | — | 2.65 | 10/22/2030 | — | — | | | 3/11/2020(5) | 2/25/2020 | 215,420 | — | 1.01 | 3/10/2030 | — | — | | Jean Franchi | 2/7/2024(3) | 2/15/2024 | — | — | — | — | 36,666 | 2,324,624 | | | 2/7/2024(6) | 2/7/2024 | — | 55,000 | 65.25 | 2/6/2034 | — | — | | Pamela Stephenson, M.P.H. | 2/26/2024(3) | 2/15/2024 | — | — | — | — | 36,666 | 2,324,624 | | | 2/26/2024(6) | 2/26/2024 | — | 55,000 | 64.66 | 2/25/2034 | — | — | | William Savage, M.D., Ph.D. | 1/10/2024(3) | 2/15/2024 | — | — | — | — | 18,535 | 1,175,119 | | | 1/10/2024(4) | 1/10/2024 | 6,370 | 21,430 | 63.90 | 1/10/2034 | — | — | | | 12/29/2022(4) | 12/29/2022 | 10,542 | 19,462 | 13.50 | 12/29/2032 | — | — | | | 9/14/2021(4) | 9/1/2021 | 27,561 | 8,473 | 9.86 | 9/13/2031 | — | — | | | 9/14/2021(4) | 7/1/2021 | 3,725 | 1,533 | 9.86 | 9/13/2031 | — | — | | | 10/23/2020(5) | 10/7/2020 | 1,498 | — | 2.65 | 10/22/2030 | — | — | | | 8/11/2020(5) | 8/3/2020 | 4,233 | — | 2.65 | 8/10/2030 | — | — | | Jonathan Yu, M.B.A. | 1/10/2024(3) | 2/15/2024 | — | — | — | — | 18,165 | 1,151,661 | | | 1/10/2024(4) | 1/10/2024 | 6,244 | 21,006 | 63.90 | 1/10/2034 | — | — | | | 12/29/2022(4) | 12/29/2022 | 16,923 | 16,924 | 13.50 | 12/29/2032 | — | — | | | 9/14/2021(4) | 9/1/2021 | 36,814 | 8,488 | 9.86 | 9/13/2031 | — | — | | | 9/14/2021(4) | 7/1/2021 | 5,992 | 1,022 | 9.86 | 9/13/2031 | — | — | | | 10/23/2020(5) | 10/7/2020 | 16,380 | — | 2.65 | 10/22/2030 | — | — | | | 8/11/2020(5) | 7/1/2020 | 37,941 | — | 2.65 | 3/10/2030 | — | — | | Joanne Bryce, C.P.A.(7) | 1/10/2024(4) | 1/10/2024 | 5,109 | — | 63.90 | 11/6/2025 | — | — | | | 12/29/2022(4) | 12/29/2022 | 15,513 | — | 13.50 | 11/6/2025 | — | — | | | 9/14/2021(4) | 9/1/2021 | 55,237 | — | 9.86 | 11/6/2025 | — | — | | | 10/23/2020(5) | 10/7/2020 | 198 | — | 2.65 | 11/6/2025 | — | — | | | 10/23/2020(5) | 1/1/2020 | 198 | — | 2.65 | 11/6/2025 | — | — | | | 11/6/2019(5) | 5/1/2020 | 752 | — | 1.01 | 11/6/2025 | — | — |

  46. Outstanding Equity Awards at 2024 Fiscal Year-End

    ___________________ Pursuant to the terms of our 2017 Stock Option and Grant Plan, as amended, the exercise price of, and number of shares subject to, stock options granted in years 2020 and 2021 were adjusted in connection with (i) the 1-for-10 reverse stock split and (ii) our merger with Gemini Therapeutics, Inc., or Gemini, each of which occurred on December 29, 2022, pursuant to which all of our shares of common stock were converted into shares of Gemini’s common stock based on an exchange ratio of 0.1096. Accordingly, such stock options shown in the table above (and in the corresponding footnotes) reflect our NEOs’ post-reverse stock split holdings and post-conversion holdings. The market value of the stock awards is determined by multiplying the number of shares subject to the award by $63.40, which was the closing price of our common stock on December 31, 2024, the last trading day of the fiscal year. (3) Represents RSUs that vest in equal 25% installments over four years on each anniversary of the vesting commencement date, subject to the NEO’s continuous service. (4) This stock option vests in 48 equal monthly installments following the vesting commencement date, subject to the NEO’s continuous service. (5) This stock option became vested in full on or prior to December 31, 2024. (6) 25% of the shares vested on the one-year anniversary of the vesting commencement date. The remaining shares vest in 36 equal monthly installments following the vesting commencement date, subject to the NEO’s continuous service. (7) Ms. Bryce departed from her position as Chief Financial Officer as of February 7, 2024 and served as an advisor to the Company until November 7, 2024, at which point any then-unvested equity awards were forfeited in accordance with their terms. See "Potential Payments Upon Termination or Change in Control" below for additional detail on the post-termination treatment of Ms. Bryce's equity awards.

  47. Option Exercises and Stock Vested in Fiscal Year 2024

    Option Exercises and Stock Vested in Fiscal Year 2024 The following table sets forth information concerning option exercises and stock vested for each of our NEOs during the fiscal year ended December 31, 2024:

  48. Option Exercises and Stock Vested in Fiscal Year 2024

    | | Option Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | | John Quisel, J.D., Ph.D. | 58,623 | 3,471,357 | | Jean Franchi | — | — | | Pamela Stephenson, M.P.H. | — | — | | William Savage, M.D., Ph.D. | 45,211 | 1,843,254 | | Jonathan Yu, M.B.A. | — | — | | Joanne Bryce, C.P.A. | 7,610 | 453,963 |

  49. Option Exercises and Stock Vested in Fiscal Year 2024

    ___________________ (1) Value realized on exercise of stock option awards does not represent proceeds from any sale of any common stock acquired upon exercise, but is determined by multiplying the number of shares acquired upon exercise by the difference between the exercise price of the option and the closing price of our common stock on the Nasdaq Global Market at each time of exercise.

  50. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The amount of compensation and benefits payable to each NEO under their employment agreements in various termination and/or change-in-control situations has been estimated in the table below, which assumes that such termination and/or change-in-control occurred on December 31, 2024. For purposes of the following table, we have used $63.40 per share, which was the closing price of our common stock as reported on the Nasdaq Global Market on December 31, 2024, the last trading day of the year 2024, to estimate the value of our common stock upon acceleration. The value of the option vesting acceleration was calculated by multiplying the number of unvested shares underlying stock options subject to vesting acceleration as of December 31, 2024 by the difference between the closing price of our common stock as reported on the Nasdaq Global Market on December 31, 2024 and the exercise price for such unvested stock options. For the avoidance of doubt, the amounts in the table below represent estimated potential payments. No NEO's employment was terminated on December 31, 2024 and a change in control did not occur on that date. Moreover, there can be no assurance that a termination of employment, a change in control, or both would produce the same or similar results as those set forth below if either or both of them occurred on any other date. As Ms. Bryce terminated employment with the Company prior to December 31, 2024, she is not included in the table below. The severance payments and benefits that Ms. Bryce is entitled to receive in connection with her termination of employment are described separately below.

  51. Potential Payments upon Termination or Change in Control

    | | | Triggering Event | | | | | Name | Benefit | Change in Control (Without Termination of Employment) ($) | Resignation for Good Reason or Termination Without Cause During Change In Control Period ($) | Resignation for Good Reason or Termination Without Cause Outside Change in Control Period ($) | Termination Due to Death or Disability ($) | | John Quisel, J.D., Ph.D. | Cash Severance | — | 967,500(1) | 645,000(2) | — | | | Bonus Payment | — | 354,750(3) | 354,750(3) | — | | | Option Acceleration | — | 4,945,446(4) | 1,236,362(5) | — | | | RSU Acceleration | — | 4,207,541(6) | 1,051,885(7) | — | | | Health Benefits | — | 53,379(8) | 35,586(9) | — | | | Total | — | 10,528,616 | 3,323,583 | — | | Jean Franchi | Cash Severance | — | 515,000(2) | 386,250(10) | — | | | Bonus Payment | — | 206,000(3) | — | — | | | Option Acceleration | — | — | — | — | | | RSU Acceleration | — | 2,324,624(6) | — | — | | | Health Benefits | — | 35,586(9) | 26,690(11) | — | | | Total | — | 3,081,210 | 412,940 | — | | Pamela Stephenson, M.P.H. | Cash Severance | — | 505,000(2) | 378,750(10) | — | | | Bonus Payment | — | 202,000(3) | — | — | | | Option Acceleration | — | — | — | — | | | RSU Acceleration | — | 2,324,624(6) | — | — | | | Health Benefits | — | 35,586(9) | 26,690(11) | — | | | Total | — | 3,067,210 | 405,440 | — | | William Savage, M.D., Ph.D. | Cash Severance | — | 505,000(2) | 378,750(10) | — | | | Bonus Payment | — | 202,000(3) | — | — | | | Option Acceleration | — | 1,496,160(4) | — | — | | | RSU Acceleration | — | 1,175,119(6) | — | — | | | Health Benefits | — | — | — | — | | | Total | — | 3,378,279 | 378,750 | — | | Jonathan Yu, M.B.A. | Cash Severance | — | 490,000(2) | 367,500(10) | — |

  52. Potential Payments upon Termination or Change in Control

    | Bonus Payment | — | 196,000(3) | — | — | | Option Acceleration | — | 1,343,170(4) | — | — | | RSU Acceleration | — | 1,151,661(6) | — | — | | Health Benefits | — | 35,586(9) | 26,690(11) | — | | Total | — | 3,216,417 | 394,190 | — |

  53. Potential Payments upon Termination or Change in Control

    Represents an amount equal to 18 months of the NEO's base salary in effect as of December 31, 2024. (2) Represents an amount equal to 12 months of the NEO’s base salary in effect as of December 31, 2024. (3) Represents a lump sum payment equal to the NEO’s target annual cash incentive bonus. (4) Represents the acceleration of vesting as to 100% of the unvested stock options held by the NEO. (5) Represents the acceleration of vesting as to 25% of the unvested stock options held by the NEO. (6) Represents the acceleration of vesting as to 100% of the RSUs held by the NEO. (7) Represents the acceleration of vesting as to 25% of the RSUs held by the NEO. (8) Represents a monthly cash payment for 18 months for continued medical and dental benefits for the NEO, based upon the premium rate in effect as of December 31, 2024. (9) Represents a monthly cash payment for 12 months for continued medical and dental benefits for the NEO, based upon the premium rate in effect as of December 31, 2024. (10) Represents an amount equal to nine months of the NEO’s base salary in effect as of December 31, 2024. (11) Represents a monthly cash payment for nine months for continued medical and dental benefits for the NEO, based upon the premium rate in effect as of December 31, 2024.

  54. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, we are required to disclose the median of the annual total compensation of our employees, the annual total compensation of our Chief Executive Officer during 2024, Dr. Quisel, and the ratio of these two amounts. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may use different methodologies, measurement dates, exclusions, estimates and assumptions in calculating their own pay ratios. We identified the median employee from our global employee population (excluding Dr. Quisel) and calculated the annual total compensation of both that employee and Dr. Quisel in accordance with the requirements of the Summary Compensation Table. The 2024 annual total compensation of Dr. Quisel is $9,065,924 and the 2024 annual total compensation of the median employee is $451,886. Based on this information, the ratio of the 2024 annual total compensation of Dr. Quisel to the estimated median of the 2024 annual total compensation of our employees was 20 to 1. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules.

  55. Item 402(v) Pay Versus Performance

    Item 402(v) Pay Versus Performance The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the compensation committee view the link between the Company’s performance and NEO pay, and the compensation committee does not utilize CAP (as defined below) as the basis for making compensation decisions. For additional information about our pay-for-performance philosophy and how we align executive compensation with Company performance, refer to "Compensation Discussion and Analysis" above.

  56. Required Tabular Disclosure of Pay Versus Performance

    Required Tabular Disclosure of Pay Versus Performance The following table reports the compensation of our Principal Executive Officer, or PEO, which is the Chief Executive Officer, and the average compensation of the other non-PEO NEOs, or Non-PEO NEOs, as reported in the "2024 Summary Compensation Table" for the past three fiscal years, as well as Compensation Actually Paid, or CAP, as calculated under the SEC Pay-Versus-Performance disclosure requirements, together with certain performance measures required by the rules. We did not use any financial performance measure to link CAP to our NEOs to our company performance in the most recently completed fiscal year; accordingly, this disclosure does not present a Company-Selected Measure in the table below nor a Tabular List of our most important financial metrics. The compensation committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  57. Required Tabular Disclosure of Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(6) | Net Loss (Thousands) ($)(7) | | 2024 | 9,065,924 | 8,673,485 | 3,827,045 | 4,301,978 | 205.84 | 90.52 | (109,357) | | 2023 | 909,100 | 5,226,012 | 1,220,778 | 1,915,148 | 187.53 | 91.78 | (76,429) | | 2022 | 1,831,265 | 1,183,878 | 841,281 | 690,939 | 64.58 | 88.48 | (46,827) |

  58. Required Tabular Disclosure of Pay Versus Performance

    ___________________ (1) The dollar amounts reported in this column are the amounts of total compensation reported for Dr. Quisel (PEO) for each corresponding year in the “Total” column of the Summary Compensation Table. The dollar amounts reported in this column represent the amount of CAP for Dr. Quisel, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Dr. Quisel during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Dr. Quisel’s total reported compensation for 2024, 2023 and 2022 to determine the CAP:

  59. Required Tabular Disclosure of Pay Versus Performance

    | | 2024 | 2023 | 2022 | | Summary Compensation Total for PEO | $9,065,924 | $909,100 | $1,831,265 | | LESS: Grant date fair value of equity awards granted in the year indicated as reported in the SCT for such year | 7,931,661 | — | 1,081,150 | | ADD: Year-end fair value of equity awards granted in the year indicated that remained outstanding and unvested as of the end of such year | 7,053,758 | — | 1,636,989 | | ADD: Change in fair value of equity awards granted in years prior to the year indicated that were outstanding and unvested at the end of the year indicated (as compared to fair value at the end of the immediately prior year) | 110,243 | 3,018,833 | (560,576) | | ADD: Vesting-date fair value of equity awards granted during the year indicated that vested during such year | 672,472 | — | — | | ADD: Change in fair value of equity awards granted in years prior to the year indicated that vested in the year indicated (fair value at vesting date as compared to the end of the immediately prior year) | (297,251) | 1,298,079 | (642,650) | | LESS: Fair value as of the end of the year prior to the year indicated of equity awards forfeited during the year indicated | — | — | — | | Total (Net) Adjustments | $8,673,485 | $5,226,012 | $1,183,878 |

  60. Required Tabular Disclosure of Pay Versus Performance

    The dollar amounts reported in this column represent the average of the amounts reported for the Company’s Non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Jean Franchi, Pamela Stephenson, M.P.H., William Savage M.D., Ph.D., Jonathan Yu, M.B.A., and Joanne Bryce, C.P.A.; (ii) for 2023, Joanne Bryce, C.P.A. and William Savage, M.D., Ph.D.; and (iii) for 2022, Joanne Bryce, C.P.A., William Savage M.D., Ph.D., and Jonathan Yu, M.B.A. The dollar amounts reported in this column represent the average amount of CAP to the Non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total reported compensation for the Non-PEO NEOs for each year to determine the CAP, using the same methodology described above in Note 2:

  61. Required Tabular Disclosure of Pay Versus Performance

    | | 2024 | 2023 | 2022 | | Average Summary Compensation Total for non-PEO NEOs | $3,827,045 | $1,220,778 | $841,281 | | LESS: Average grant date fair value of equity awards granted in the year indicated as reported in the SCT for such year for non-PEO NEOS | 1,549,321 | 561,898 | 291,082 | | ADD: Average year-end fair value of equity awards granted in the year indicated that remained outstanding and unvested as of the end of such year for non-PEO NEOs | 2,525,993 | — | 440,732 | | ADD: Average change in fair value of equity awards granted in years prior to the year indicated that were outstanding and unvested at the end of the year indicated (as compared to fair value at the end of the immediately prior year) for non-PEO NEOs | 11,772 | 945,504 | (155,015) | | ADD: Average vesting-date fair value of equity awards granted during the year indicated that vested during such year for non-PEO NEOs | 102,383 | — | — | | ADD: Average change in fair value of equity awards granted in years prior to the year indicated that vested in the year indicated (fair value at vesting date as compared to the end of the immediately prior year) for non-PEO NEOs | (66,418) | 310,764 | (144,977) | | LESS: Average fair value as of the end of the year prior to the year indicated of equity awards forfeited during the year indicated for non-PEO NEOs | 549,476 | — | — | | Total (Net) Adjustments | $4,301,978 | $1,915,148 | $690,939 |

  62. Required Tabular Disclosure of Pay Versus Performance

    The dollar amounts in this column reflect the cumulative Total Shareholder Return (TSR) of our common stock for the measurement periods beginning on December 31, 2021 and ending on December 31 of each of 2024, 2023, and 2022, respectively, calculated in accordance with Item 201(e) of Regulation S-K. (6) The dollar amounts in this column reflect the cumulative Total Shareholder Return (TSR) of our Peer Group for the measurement periods beginning on December 31, 2021 and ending on December 31 of each of 2024, 2023, and 2022, respectively, calculated in accordance with Item 201(e) of Regulation S-K. “Peer Group” represents the Nasdaq Biotechnology Index, which the Company has identified as its peer group for purposes of Item 402(v) and which is used by the Company for purposes of compliance with Item 201(e) of Regulation S-K. (7) The dollar amounts reported in this column represent net income (loss) reflected in the Company’s audited financial statements for the applicable fiscal year.

  63. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the third graph below further illustrates the relationship between Company total shareholder return and that of the Peer Group. As noted above, CAP for purposes of the tabular disclosure and the following graphs was calculated in accordance with SEC rules and does not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable fiscal years.

  64. Description of Relationship Between NEO Compensation Actually Paid and Company Total Shareholder Return, or TSR

    Description of Relationship Between NEO Compensation Actually Paid and Company Total Shareholder Return, or TSR As demonstrated by the following graph, the amount of CAP to the PEO, Dr. Quisel, and the average amount of CAP to the Company’s non-PEO NEOs as a group, is aligned with the Company’s cumulative TSR over the three years presented in the table. The alignment is due to the fact that a significant portion of CAP to Dr. Quisel and to the non-PEO NEOs is comprised of equity awards. As described in more detail in “Compensation Discussion and Analysis” above, the Company generally structures a significant portion of target compensation granted to the NEOs to be comprised of equity awards, and until December 31, 2023, all such equity awards consisted solely of stock options.

  65. Description of Relationship Between NEO Compensation Actually Paid and Net Income/(Loss)

    Description of Relationship Between NEO Compensation Actually Paid and Net Income/(Loss) As demonstrated by the following graph, the amount of CAP to Dr. Quisel and the average amount of CAP to the non-PEO NEOs as a group is not aligned with the Company’s net loss over the three years presented in the table. We are a clinical-stage company with no products approved for commercial sale and we have not generated any revenue from product sales to date. Further, we expect to continue to incur significant research and development costs, and other expenses related to our clinical development programs and ongoing operations. Consequently, we have not historically looked to net loss as an appropriate performance measure for our executive compensation program.

  66. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION The following table presents the total compensation for each person who served as a non-employee member of our board of directors during the fiscal year ended December 31, 2024. Dr. Quisel, one of our directors who also serves as our Chief Executive Officer, does not receive any additional compensation for his service as a director and, consequently, is not included in this table. Dr. Quisel is one of our named executive officers and, accordingly, the compensation that we pay to Dr. Quisel is discussed above under ‘‘2024 Summary Compensation Table’’ above. Other than as described in this paragraph and set forth in the table and described more fully below, we did not pay any compensation or make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our board of directors in 2024 for their services as members of the board of directors.

  67. 2024 Director Compensation Table

    2024 Director Compensation Table

  68. 2024 Director Compensation Table

    | Name | Fee Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | Total ($) | | Donald Nicholson, Ph.D. | 164,000 | 282,675 | 446,675 | | William White, M.P.P., J.D. | 55,000 | 282,675 | 337,675 | | Mona Ashiya, Ph.D. | 49,000 | 282,675 | 331,675 | | Kevin Bitterman, Ph.D. | 53,000 | 282,675 | 335,675 | | Mark Chin, M.S., M.B.A. | 47,500 | 282,675 | 330,175 | | Liam Ratcliffe, M.D., Ph.D. | 51,500 | 282,675 | 334,175 | | Georges Gemayel, Ph.D. | 40,000 | 282,675 | 322,675 |

  69. 2024 Director Compensation Table

    ___________________ (1) The amounts reported represent the aggregate grant date fair value of the stock options awarded to the non-employee directors during fiscal year 2024, calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 12 to our consolidated financial statements included in Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The amounts reported in this column reflect the accounting cost for the stock options and do not correspond to the actual economic value that may be received upon exercise of the stock options or any sale of any of the underlying shares of common stock. (2) As of December 31, 2024, our non-employee members of our board of directors held the following aggregate number of unexercised options as of such date:

  70. 2024 Director Compensation Table

    | Name | Number of Securities Underlying Unexercised Options | | Donald Nicholson, Ph.D. | 145,598 | | Georges Gemayel, Ph.D. | 112,082 | | Mona Ashiya, Ph.D. | 24,136 | | Kevin Bitterman, Ph.D. | 24,136 | | Mark Chin, M.S., M.B.A. | 24,136 | | Liam Ratcliffe, M.D., Ph.D. | 24,136 | | William White, M.P.P., J.D. | 11,804 |

  71. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy We have implemented a formal policy pursuant to which our non-employee directors are eligible to receive the following cash retainers:

  72. Non-Employee Director Compensation Policy

    | | Annual Retainer for Non-Chair Member ($) | Annual Retainer for Chair ($) | | Board of Directors | 40,000 | 150,000 | | Audit Committee | 10,000 | 20,000 | | Compensation Committee | 7,500 | 15,000 | | Nominating and Corporate Governance Committee | 5,000 | 10,000 |

  73. Non-Employee Director Compensation Policy

    The non-employee director compensation policy also provides that, upon initial election to our board of directors, each non-employee director will be granted an option to purchase 20,000 shares of our common stock, or the Initial Grant. The Initial Grant will vest in equal monthly installments over three years, with a one-year cliff from the date of grant, subject to continued service through the applicable vesting date. Furthermore, on the date of each annual meeting of stockholders, each non-employee director who continues as a non-employee director following such meeting will be granted an annual option to purchase 10,000 shares of our common stock, or the Annual Grant. The Annual Grant will vest in full on the earlier of (i) the first anniversary of the grant date or (ii) our next annual meeting of stockholders, subject to continued service through the applicable vesting date. Such awards are subject to full accelerated vesting upon the sale of the Company. Employee directors receive no additional compensation for their service as a director. We reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our board of directors or any committee thereof.